We
refer to the comment letter, dated March 12, 2007 (the “Second
Comment
Letter”),
from the staff
(the “Staff”)
of the Division
of Corporation Finance of the Securities and Exchange Commission (the
“Commission”)
which contains
certain follow-up comments with regard to the February 2, 2007 response (the
“First
Response”)
of Fiat S.p.A.
(“Fiat”
or
“the
Company”)
to the Staff’s
comment letter of December 18, 2006 (the “First
Comment
Letter”).

This
letter sets
forth Fiat’s responses to each of the Staff’s comments contained in the Second
Comment Letter. In accordance with the Staff’s request, we are submitting this
letter through EDGAR as confidential correspondence, as well as providing this
additional courtesy copy via fax.

Fiat
requests that
the supplemental information contained in its response to Staff comments nos.
4
and 5 below be kept strictly confidential. As further explained in our responses
to those Staff comments, the supplemental information contained therein includes
information that we consider highly sensitive to our business objectives and
operations, the disclosure of which could compromise our competitive position
and./or create confusion among analysts and investors.

By
separate letter we are requesting confidential treatment of our responses to
Staff comments nos. 4 and 5 below pursuant to Rule 83 of the Securities and
Exchange Commission’s Rules on Information Requests, 17 C.F.R. § 200.83. If any
person (outside of the Commission staff) asks for an opportunity to copy this
letter or the attached enclosures, we request that we be notified immediately
of
such request (including but not limited to being provided with the request
itself) and be given advance notice of any intended release so that we may,
if
deemed necessary or appropriate, substantiate the request for confidential
treatment at the appropriate time and pursue the remedies
available.

For
ease of
reference, we have repeated the Staff’s comments in italicized text preceding
each of our responses.

Form
20-F for
the fiscal year ended December 31, 2005

Note
(8) Other
unusual income (expenses), page F-26

1.We
note your
response to our prior comment number 9. Given the materiality of the gain
recognized in connection with the settlement of the Master Agreement with
General Motors during 2005, please expand the notes to your financial statements
in future filings to explain in further detail the significant terms of the
transaction that generated the gain of Euro 1,134 million. Your revised
disclosures should be presented in a level of detail consistent with that
provided in your response to our prior comment number 9.

Fiat
Response:

We
will comply with the Staff's request by providing the relevant disclosure in
the
Notes to the Consolidated Financial Statements included in our Annual Report
on
Form 20-F for the fiscal year ended December 31, 2006 (the “2006
Form
20-F”)
and future
filings.

Note
(27) Other
Provisions, page F-66

2.We
note from
your response to our prior comment number 13 that the provision for other risks
includes provision for commercial risks such as warranty obligations and
recalls. In future filings, please revise Note 38 to your financial statements
to include the disclosures required by paragraph 14a and 14b of FIN No. 45
with
respect to your provisions for warranty and recall
obligations.

Fiat
Response:

We
will comply with the Staff's request by providing the relevant disclosure in
the
Notes to the Consolidated Financial Statements included in the 2006 Form 20-F
and future filings.

3.We
note your
response to prior comment number 14. Please expand your disclosure in future
filings to discuss why you believe that no accounting was required for the
Synesis put option and provide basis for your conclusions. Your revised
disclosure should be similar in detail as provided in your response to us.

Fiat
Response:

We
will comply with the Staff's request by providing the relevant disclosure in
the
Notes to the Consolidated Financial Statements included in the 2006 Form 20-F
and future filings.

4.We
have
reviewed your response to our prior comment number 15 in which you explain
how
you account for the put contract with Renault under both IFRS and US GAAP.
Although your response indicates that differing accounting treatment is used,
it
did not quantify the impact that this difference in accounting had on the
reconciliation of net income and stockholders’ equity under IFRS to that under
US GAAP. Please quantify the impact that this difference in accounting had
on
the reconciliations of net income and stockholders equity for each period
presented. In addition, given that you utilize different accounting treatment
for this put option under IFRS and US GAAP we continue to believe that Note
38
to your financial statements requires revision to discuss and quantify the
impact of this difference in accounting treatment between IFRS and US GAAP
on
your net income and stockholders’ equity for each period presented. Please note
that we do not believe “competitive harm” provides an adequate basis or
rationale for not including all the disclosures required by Item 18 of Form
20-F
with regards to differences in accounting between IFRS and US
GAAP.

Fiat
Response:

[Redacted
Pursuant to a Request for Confidential Treatment]

Other

5.We
note from
the second paragraph on page 2 of your response letter dated February 2, 2007
that you are requesting “confidential treatment” with respect to your entire
response letter dated February 2, 2007. Please note that it is not considered
appropriate pursuant to Rule 83 to request confidential treatment with regard
to
your entire
response letter
and therefore
we are unable to grant your request. If the Company wishes to obtain
confidential treatment with respect to a particular response, a separate request
for confidential treatment should be submitted with regards to the response
and
the information included in the response for which you are requesting
confidential treatment. In addition, your entire
response
must be filed
via the EDGAR system with the information subject to the confidential request
submitted in redacted form. Please note that our comment letters or any comments
included in our comment letters may not be subjected to a confidential treatment
request.

Fiat
Response:

[Redacted
Pursuant to a Request for Confidential Treatment]

*
* * *
*

In
accordance with the Staff’s request, Fiat acknowledges that:

§

the
Company
is responsible for the adequacy and accuracy of the disclosure in
its
filings with the Commission;

§

Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to the
filings; and

§

the
Company
may not assert Staff comments as a defense in any proceeding initiated
by
the Commission or any person under the federal securities laws of
the
United States.

*
* * *
*

We
hope that our response adequately addresses the Staff’s comments and
respectfully request that the Staff advise us at its earliest convenience if
the
Staff believes that any of the responses set forth in this letter are incomplete
or unsatisfactory or if the Staff has any further comments on our
filings.

If
you have questions on this letter or need further assistance, please do not
hesitate to call us at +39-011-0063566 or +39-0110061056, our U.S. securities
law counsel Michael J. Volkovitsch of Cleary Gottlieb at +39-02-726-082-10
or
Alfred Popken of Deloitte & Touche LLP at 212-436-3693.